Exhibit
        10.4

    

     

    LEASE
      AGREEMENT ENTERED INTO:

     

     

    
      	
              BY
                AND BETWEEN:

            	
              Orange
                Peach Real Estate Inc./ Immeubles Orange Peach Inc., a
                body corporate duly incorporated pursuant to the Canada Business
                Corporations Act, having its head or registered office at 175 Péladeau, in
                the City of Magog, judicial district of Saint-François, Province of
                Quebec, J1X 5G9, represented by Mr. Dieter Hermann Raschke, its director,
                who is duly authorized to act
                herein;

            


    

     

    (the
      “Landlord”)

     

    
      	
              AND:

            	
              Magnum
                Recycle Canada, Inc. a
                body corporate duly incorporated under the Canada Business Corporations
                Act, having its head office at 4748 Tomifobia Street, in the City
                of
                Sherbrooke, judicial district of Saint-François, Province of Quebec, J1L
                2K5, represented by Mr. Joseph J. Glusic, its President, who is duly
                authorized to act herein;

            


    

     

    (the
      “Tenant”)

     

    WHEREAS
      Landlord
      is the owner of the Premises (as hereinafter defined);

     

    WHEREAS
      Landlord
      wishes to lease the Premises (as hereinafter defined) to Tenant, for it to
      operate same and to obtain the benefits therefrom, upon the terms and conditions
      hereinafter set forth;

     

    NOW
      THEREFORE, THIS AGREEMENT WITNESSETH:

     

    SECTION I
      - PREAMBLE AND INTERPRETATION

     

    
      	
              1.1

            	
              The
                preamble hereof forms integral part of this Agreement, as if recited
                herein at length.

            


    

     

    
      	
              1.2

            	
              For
                all purposes of this Agreement, except as otherwise expressly provided
                or
                unless the context clearly requires
                otherwise:

            


    

     

    “Additional
      Rent”
has
      the
      meaning ascribed hereto in Section 4.1;

     

    “Base Rent”
has
      the
      meaning ascribed hereto in Section 3.1;

     

    “Building”
has
      the
      meaning ascribed hereto in Section 2.1;

     

    “Buyer”
has
      the
      meaning ascribed hereto in Section 17.1

     

    “Claims”
has
      the
      meaning ascribed hereto in Section 11.2;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          2

      

    

     

     

    “Commencement
      Date”
has
      the
      meaning ascribed hereto in Section 2.2;

     

    “Environmental
      Law”
has
      the
      meaning ascribed hereto in Section 11.2;

     

    “Environmental
      Permits”
has
      the
      meaning ascribed hereto in Section 11.2;

     

    “Hazardous
      Substances”
has
      the
      meaning ascribed hereto in Section 11.2;

     

    “Land”
has
      the
      meaning ascribed hereto in Section 13.3.2;

     

    “Lease”
means
      this Lease Agreement and all schedules attached hereto;

     

    “Losses”
has
      the
      meaning ascribed hereto in Section 11.2;

     

    “Notice”
has
      the
      meaning ascribed hereto in Section 17.9;

     

    “Premises”
has
      the
      meaning ascribed hereto in Section 2.1;

     

    “Release”
has
      the
      meaning ascribed hereto in Section 11.2;

     

    “Real
      Estate Taxes”
has
      the
      meaning ascribed hereto in Section 5.2;

     

    “Rent”
means
      Base Rent and Additional Rent, collectively;

     

    “Term”
has
      the
      meaning ascribed hereto in Section 2.2;
      and


     

    “Third
      Party Offer”
has
      the
      meaning ascribed hereto in Section 17.1.

     

     

    SECTION II
      - LEASE OF PREMISES AND TERM OF LEASE

     

    
      	
              2.1

            	
              Landlord
                does hereby lease to Tenant and Tenant does hereby lease from Landlord
                a
                gross leasable area of approximately ninety-eight thousand and five
                hundred and thirty-five square feet (98,535 sq. ft.) (the “Premises”),
                the whole as described in Schedule 2.1,
                forming part of that certain building situated at 2035
                Boulevard Industrial in
                the City of Magog having a gross leasable area of
                approximately
                98,535
                sq. ft. (the “Building”).

            


    

     

    
      	
              2.2

            	
              The
                term of this Lease (the “Term”)
                shall commence on August 1, 2008 (the “Commencement
                Date”)
                and expire at the end of the period which is five (5)
                years after the Commencement Date, unless sooner terminated in the
                manner
                contemplated by the provisions of this Lease or by
                law.

            


    

     

    
      	
              2.3

            	
              Should
                Tenant remain in occupation of the Premises after the expiration
                of the
                Term without having executed a new written lease with Landlord, such
                holding over shall not constitute a renewal or extension or a further
                extension, as the case may be, of this Lease and Landlord shall have
                the
                option, in its sole discretion, to elect to treat Tenant as one who
                has
                not removed itself from the Premises at the end of the Term thus
                giving
                Landlord the right to exercise against Tenant all remedies provided
                by law
                in that situation or to construe such holding over as a tenancy from
                month
                to month, subject to all the terms and conditions of this Lease,
                save as
                to its duration and save that the Rent payable for each month of
                such
                holdover tenancy shall be one hundred and fifty percent (150%) of
                the last
                monthly installment of Base Rent payable pursuant to
                Section 3.1,
                plus all Additional Rent attributable to the month in question.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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          3

      

    

    SECTION III
      - RENT

     

    
      	
              3.1

            	
              Tenant
                covenants and agrees to pay to Landlord the following rent (the
                “Base
                Rent”)
                in lawful money of Canada, without any demand therefore being necessary,
                payable in advance in equal monthly installments on the first day
                of each
                month, starting on the Commencement Date:

            


    

     

    
      	 	
              3.1.1

            	
              for
                the first year of the Term, an annual rental equal to $2.25 per square
                foot of gross leasable area;

            


    

     

    
      	 	
              3.1.2

            	
              for
                the second year of the Term, an annual rental equal to $3.25 per
                square
                foot of gross leasable area;

            


    

     

    
      	 	
              3.1.3

            	
              for
                the third year of the Term, an annual rental equal to $4.25 per square
                foot of gross leasable area;

            


    

     

    
      	 	
              3.1.4

            	
              for
                the fourth year of the Term, an annual rental equal to $5.25 per
                square
                foot of gross leasable area;

            


    

     

    
      	 	
              3.1.5

            	
              for
                the fifth year of the Term, an annual rental equal to $6.25 per square
                foot of gross leasable area.

            


    

     

    
      	
              3.2

            	
              Rent
                shall be payable without reduction, deduction, diminution, set-off
                or
                compensation whatsoever. 

            


    

     

    SECTION IV - NET
      RENTALS

     

    
      	
              4.1

            	
              Tenant
                acknowledges that the Rent shall be absolutely net to Landlord; save
                only
                as herein expressly set forth, Landlord shall not be responsible
                for any
                costs, charges, impositions, expenses or outlays of any nature or
                kind
                whatsoever arising from or relating to the Premises, the contents
                thereof,
                or the business carried on therein, and Tenant shall pay: (i) all
                such
                costs, charges, impositions, expenses and outlays of every nature
                and kind
                (including such costs, charges, impositions, expenses and outlays
                as may
                be incurred by or paid for by Landlord on its behalf, in accordance
                with
                the terms of this Lease; in this regard, at the request of Tenant,
                the
                Landlord shall provide the Tenant with sufficient information permitting
                the Tenant to verify such costs, charges, impositions, expenses and
                outlays) and (ii) all Real Estate Taxes as hereinafter set forth,
                in each
                case to Landlord's complete and entire exoneration (collectively,
                the
                “Additional
                Rent”). 

            


    

     

    
      	
              4.2

            	
              Tenant
                shall pay to Landlord all goods and services taxes, sales taxes,
                value-added taxes and any other existing or future taxes of a similar
                nature imposed by any governmental authority with respect to any
                amount
                payable by Tenant to Landlord under this Lease or in respect of the
                rental
                of space thereunder, calculated in accordance with the legislation
                applicable thereto, it being the intention of the parties that Landlord
                shall be fully reimbursed by Tenant with respect to any and all
                such taxes to be remitted to the taxing authorities by Landlord with
                respect to this Lease, any amounts payable by Tenant to Landlord
                under
                this Lease and the use and occupancy by Tenant of the Premises. All
                such
                taxes shall be payable by Tenant at the same time as the amounts
                for which
                such taxes are imposed are payable to Landlord under this
                Lease.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          4

      

    

    SECTION V
      - REAL
      ESTATE TAXES

     

    
      	
              5.1

            	
              Throughout
                the Term of this Lease, Tenant shall pay, as Additional Rent, all
                Real
                Estate Taxes. During the first and last years of the Term (in the
                event
                same comprises less than complete tax years), the amount Tenant is
                required to pay pursuant to the foregoing shall be subject to a
                per
                diem
                adjustment. 

            


    

     

    
      	
              5.2

            	
              As
                used herein, “Real
                Estate Taxes” shall
                mean collectively, all taxes, surtaxes, rates, levies, impositions
                and
                assessments, general or special, and any other taxes, surtaxes, rates,
                levies, impositions or assessments which are now or which may ever
                be
                levied or imposed, for municipal, urban community, school, public
                betterment, general, local improvement or other purposes against
                or in
                respect of the Premises in effect from time to time, excluding any
                taxes
                which are now or may hereafter be personal to the Landlord, including
                without limitation, transfer duties, business taxes, place of business
                taxes, corporate taxes, income taxes or taxes on capital of the
                Landlord.

            


    

     

    
      	
              5.3

            	
              Landlord
                shall promptly invoice Tenant for the Real Estate Taxes upon receipt
                by
                Landlord of the Real Estate Tax assessment and Tenant shall pay directly
                to taxing authority three (3) business days prior to the due date
                thereof.

            


    

     

    
      	
              5.4

            	
              The
                Landlord shall obtain Tenant’s consent before incurring any expenses to
                obtain or attempt to obtain a reduction of Real Estate Taxes; if
                Tenant
                consents to Landlord obtaining or attempting to obtain a reduction
                of Real
                Estate Taxes, such expenses shall be paid by Tenant as Additional
                Rent for
                the lease year during which they are incurred. 

            


    

     

    
      	
              5.5

            	
              In
                the event that Tenant shall have paid the Real Estate Taxes pursuant
                to
                this Section V
                in
                respect of any period during the Term of this Lease and Landlord
                shall
                thereafter receive a refund of any portion thereof in respect of
                such
                period, Landlord shall pay to Tenant such refund, net of any expenses
                unpaid by Tenant pursuant to Section 5.4.

            


    

     

    
      	
              5.6

            	
              Landlord
                shall have no obligation to contest, object to or litigate the levying
                or
                imposition of Real Estate Taxes or any valuation imposed with respect
                thereto. Provided that the Tenant is not in default under this Lease,
                Tenant shall have the right to contest, object to or litigate, in
                the name
                of, and in priority to, the Landlord but at its sole costs and expense,
                the levying or imposition of Real Estate Taxes or any valuation imposed
                with respect thereto, and shall keep Landlord informed on an on-going
                basis of any such contestation, objection or
                litigation.

            


    

     

    SECTION VI - USE
      OF PREMISES

     

    
      	
              6.1

            	
              Tenant
                shall exclusively use the Premises for offices, manufacturing of
                products,
                research and development, warehousing and distribution of Tenant’s
                products, and for any purpose or activity agreed upon by the Landlord
                and
                the Tenant. Nothing herein shall be so interpreted as to imply that
                this
                Lease is conditional upon Tenant obtaining any permits or licenses
                for the
                exploitation of such business from any municipal, provincial or other
                authority with the understanding that the Tenant has made preliminary
                inquiries that indicate its intended uses do not violate any governing
                laws and codes. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          5

      

    

    SECTION VII
      - UTILITIES AND ADDITIONAL CHARGES

     

    
      	
              7.1

            	
              Tenant
                shall pay, as and when due, all personal taxes, including, without
                limiting the generality of the foregoing, water taxes, water-rates
                and
                business taxes, and other similar rates and taxes which may be levied
                or
                imposed upon the Premises or upon the business carried on therein,
                as well
                as all other rates and taxes which are or may be payable by Tenant
                as
                tenant or occupant of the Premises. If the mode of collecting such
                taxes
                be so altered as to make Landlord or the owners liable therefore
                instead
                of Tenant, or if the system of taxation now in effect is altered
                and any
                new tax be levied or imposed upon the Premises or upon the business
                carried on therein, or if by law, regulation or otherwise such taxes
                are
                made payable by landlords or owners, Landlord will pay such taxes
                and
                Tenant will repay Landlord as Additional Rent on demand the amount
                of such
                taxes.

            


    

     

    
      	
              7.2

            	
              Tenant
                shall pay, without duplication, as and when due, all license fees,
                water
                rates, sewer rates and other like fees, charges, rates and assessments
                that may be levied, charged, rated or assessed against the Premises
                or the
                equipment and facilities thereon or therein or any property on the
                Premises owned or brought thereon by
                Tenant.

            


    

     

    
      	
              7.3

            	
              Tenant
                shall pay for the cost of all utilities consumed or used within the
                Premises, same to include, without limitation, the cost of water,
                gas,
                electricity, steam, fuel or other energy and Tenant shall pay for
                the cost
                of all fittings, machines, apparatus, meters or other things leased
                in
                respect thereof and for all work or services performed by any corporation
                or commission in connection with any such utilities. Tenant’s obligations
                under this Section 7.3
                include, without limitation, the obligation to pay for the cost of
                all
                electricity or other utilities consumed or used to heat, ventilate
                and, if
                applicable, air condition the
                Premises.

            


    

     

    
      	
              7.4

            	
              Tenant
                will retain evidence of payment of any charges referred to in this
                Section VII
                which it pays directly to any public authority for inspection by
                Landlord
                at Tenant’s offices during normal business hours upon reasonable prior
                notice, the whole for a period of five (5) years following the due
                dates
                for payment of said charges.

            


    

     

    SECTION VIII
      - LANDLORD AND TENANT CARE

     

    
      	
              8.1

            	
              Tenant
                shall, at its sole cost and expense, be responsible for all repairs
                to the
                Premises, including, without limitation, the replacement and major
                repairs
                to the structure of the Premises (including the roof of the Premises)
                and
                replacement and major repairs of the mechanical systems (including
                plumbing, heating, ventilation and air-conditioning equipment)
                and shall, at its sole cost and expense, diligently operate, clean,
                heat,
                ventilate, maintain, perform janitorial services for and keep the
                Premises
                and every part thereof, including, without limitation, the plumbing
                and
                the other mechanical systems, services and equipment, including production
                equipment installed therein or thereon, in good order and condition
                and
                promptly make all maintenance, repairs and replacements of any nature
                and
                kind which are from time to time required to be made thereto,
                the whole to the complete exoneration of Landlord and notwithstanding
                any
                provision of any applicable law to the contrary including, without
                limitation, Article 1864 of the Civil
                Code of Quebec.
                Tenant shall perform all of its obligations contemplated by this
                Section VIII
                as
                a prudent owner would do.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          6

      

    

    
      	
              8.2

            	
              Tenant
                acknowledges that major repairs to the Building have been completed
                by the
                Landlord prior to Tenant taking possession of the Premises. Prior
                to
                taking possession of the Premises, Tenant shall perform a pre-occupancy
                inspection of the Premises and shall notify the Landlord in writing,
                prior
                to occupancy, of any potential deficiencies, the Tenant being deemed
                to be
                satisfied with the state of repair of the Premises if no such notice
                is
                sent to the Landlord prior to occupancy.


            


    

     

    
      	
              8.3

            	
              Tenant
                shall take out and maintain in force such service contracts with
                reputable
                service providers (for matters such as but not limited to the maintenance
                and repair of the heating, ventilating, plumbing and other mechanical
                systems, services and equipment which are its responsibility pursuant
                to
                the provisions of this Lease, garbage, refuse, rubbish, trash and
                waste
                removal, security, snow removal, landscaping and the like) for the
                good
                order, appearance, safety and care of the
                Premises.

            


    

     

    
      	
              8.4

            	
              At
                the expiration or earlier termination of this Lease, Tenant shall
                return
                the Premises to Landlord in the state and condition they were as
                of the
                date of occupancy, normal wear and tear
                excepted.

            


    

     

    
      	
              8.5

            	
              In
                the event Tenant fails to comply with the obligation to maintain,
                repair
                and replace imposed hereunder, Landlord, after giving written notice
                of
                thirty (30) days to Tenant, shall have the right to itself carry
                out such
                maintenance, repairs and replacements. Any and all costs incurred
                by
                Landlord in so doing, together with a fee equal to fifteen percent
                (15%)
                of such costs, shall be payable by Tenant to Landlord as Additional
                Rent
                on demand. Notwithstanding the foregoing, in the event any work or
                action
                is urgently required at times when authorized representatives of
                Tenant
                cannot be located, Landlord may proceed with such reasonable steps
                as in
                its discretion are deemed by it to be necessary for the protection
                and
                preservation of the Premises and Tenant shall reimburse Landlord
                for the
                amount expended as Additional Rent on
                demand.

            


    

     

    SECTION IX -
      MAJOR REPAIRS, ALTERATIONS, ADDITIONS AND IMPROVEMENTS

     

    
      	
              9.1

            	
              Subject
                to Section 8.1,
                Tenant shall not at any time make any material improvements, alterations,
                additions or major repairs to the Premises without obtaining all
                necessary
                permits from the appropriate public authorities and without obtaining
                the
                prior written consent of Landlord. The cost of such improvements,
                alterations, and additions or repairs shall be the sole responsibility
                of
                Tenant and, if any payment in respect thereof shall be made by Landlord,
                the same shall be payable by Tenant on demand as Additional
                Rent.

            


    

     

    
      	
              9.2

            	
              All
                improvements, alterations, additions or repairs to the Premises made
                by
                the Tenant shall, upon termination of this Lease, be removed by the
                Tenant
                at Tenant’s cost and Tenant shall restore the Premises or any part thereof
                to their condition as of the date of occupancy, reasonable wear and
                tear
                only excepted, or as may be otherwise approved in writing by the
                Landlord.

            


    

     

    
      	
              9.3

            	
              Tenant
                may install signs on the exterior portion of the Premises provided
                that
                the signs conform with all relevant governmental laws, by-laws and
                regulations. Throughout the Term, any such sign shall be at the sole
                cost
                and expense of the Tenant, including without limitation, all costs
                and
                expenses related to the installation, operation, illumination, cleaning,
                maintenance and, at the expiry of the Term or earlier termination,
                removal
                of any such sign. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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          7

      

    

    SECTION X -
      ACCESS TO PREMISES

     

    
      	
              10.1

            	
              Landlord,
                its agents and representatives may enter the Premises from time to
                time
                during the Term at all reasonable times upon twenty-four (24) hours
                prior
                written notice (and at any time during an emergency) to examine their
                condition and to view their state of
                repair.

            


    

     

    SECTION XI
      - COMPLIANCE
      WITH LAWS AND INDEMNIFICATION

     

    
      	
              11.1

            	
              Tenant
                will not do or permit anything to be done in, upon or about the Premises
                or bring or keep anything therein which will in any way conflict
                with the
                regulations of the fire, police or health departments or with the
                rules,
                regulations, by-laws, ordinances or laws of the municipality in which
                the
                Premises are situated, the applicable urban community (if any), or
                any
                governmental authority having jurisdiction over the Premises or the
                business conducted therein, all of which Tenant undertakes to abide
                by and
                conform to.

            


    

     

    Tenant
      covenants and agrees that it will indemnify and hold harmless Landlord, its
      shareholders, directors, officers, agents and contractors from and against
      any
      penalty or fine imposed for or damage arising from the breach of any such rules,
      regulations, by-laws, ordinances or laws by Tenant or those for whom Tenant
      is
      responsible.

     

    
      	
              11.2

            	
              For
                the purposes hereof: “Environmental
                Law”
                means any law or instrument having the force of law, and any policy,
                code,
                order, rule, norm, directive, orders-in-council, protocol, standard,
                decision, declaration, injunction, or guideline issued, adapted,
                published
                or rendered by any governmental authority and related, in whole or
                in
                part, to the environment, its protection and to public and occupational
                health and safety; “Hazardous
                Substances”:
                any substances; wastes; liquid, gaseous or solid substances; gas
                or
                petroleum or any substance derived therefrom; micro-organisms; acoustical
                waves; vibrations; radiances; calorific fumes; odors; radiations;
                energy
                vectors; plasma; inanimate or animate inorganic or organic matter;
                catalysts, including permanent or temporary catalysts, or any combination
                of the elements listed hereinabove, which are considered to be hazardous
                materials, hazardous wastes, solid wastes, toxins or pollutants,
                deleterious substances, contaminants or sources of pollution or
                contamination in virtue of Environmental Laws; “Environmental
                Permits”
                means any permits, licenses, certificates of authorizations, registrations
                and other authorizations issued, transferred or otherwise held by
                Tenant
                for its activities and assets at the Premises, as may be issued,
                transferred or otherwise held or required under Environmental Laws;
                “Claims”
                means all claims, suits, proceedings, liabilities, obligations, losses,
                damages, penalties, judgments, costs, expenses, fines, disbursements,
                legal fees, interest, demands, actions and causes of action of any
                nature
                or any kind whatsoever; “Losses”
                means all Claims, investigations, liens, injuries, costs of settlement
                or
                other costs or expenses of whatever kind or nature (including any
                action
                or proceeding brought, threatened or ordered by any governmental
                authority), including legal and experts’ fees and court costs and
                expenses, and investigation and remediation costs; and “Release”
                means releasing, spilling, leaking, pumping, pouring, emitting, emptying,
                discharging, injecting, escaping, leaching, disposing or dumping
                into the
                environment (including the abandonment or discarding of barrels,
                containers and other closed receptacles containing any Hazardous
                Substances).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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          8

      

    

     

    
      	
              11.3

            	
              Tenant
                shall ensure that all activities at the Premises are in compliance
                in all
                material respect with all Environmental Laws and Environmental Permits,
                save and except for those matters of non-compliance that may have
                existed
                as of or prior to the date of occupancy. Without limiting the generality
                of the foregoing, Tenant shall not, and shall not permit any other
                person
                or entity to do anything with or related to Hazardous Substances
                at or
                from or about the Premises except in full compliance with all applicable
                Environmental Laws. Immediately following obtaining knowledge of
                the
                presence or any discharge, disposal, dumping, dispersion, spill,
                emission,
                migration or release of any Hazardous Substances, Tenant shall, at
                its
                expense, immediately: (i) notify Landlord of such hazard, (ii) obtain
                from
                a reputable environmental consultant reasonably satisfactory to Landlord,
                and deliver to Landlord, a written proposal for remediation which
                shall
                include a detailed estimate of the cost of remedying such hazard,
                and
                (iii) if the hazard has arisen from or in connection with the business
                or
                activities of the Tenant, begin appropriate remedial action and diligently
                pursue such remedial action to completion in accordance with all
                Environmental Laws. If Landlord or Tenant receives any notice from
                any
                authority having jurisdiction of any violation or potential violation
                of
                any Environmental Laws arising from or in connection with the business
                or
                activities of Tenant, then: (a) the recipient of the notice shall
                immediately deliver a copy of such notice to the other party, and
                (b)
                Tenant shall take all such measures, at its sole expense, in strict
                compliance with all Environmental Laws, as shall be necessary or
                useful
                for purposes of ending any ongoing violation, preventing any potential
                violation and remedying any past violation. Tenant will provide to
                Landlord from time to time, at its request, a list of all Hazardous
                Substances present at the Premises, as well as such other information
                related to environmental matters as Landlord may reasonably
                request.

            


    

     

    
      	
              11.4

            	
              Tenant
                shall comply with the requirements and recommendations, upon request
                by
                the Landlord, of all insurance advisory organizations as well as
                those of
                all insurance companies having policies of any kind whatsoever in
                effect
                covering the Premises, save and except for those matters of non-compliance
                that may have existed as of or prior to the date of occupancy. In
                no event
                shall any inflammable materials or explosives (except to the extent
                required by Tenant to carry on its business and then only as permitted
                by
                Landlord’s and Tenant’s insurers) be taken into or maintained within the
                Premises.

            


    

     

    SECTION XII
      - NON-RESPONSIBILITY OF LANDLORD

     

    
      	
              12.1

            	
              To
                the full extent permitted by law, unless caused by Landlord’s fault or
                negligence, Landlord shall not be liable for any loss, injury or
                destruction arising in or upon the Premises to any property or person
                or
                for any personal injuries sustained by Tenant, its officers, servants,
                employees, agents, invitees or licensees, or by any other person
                claiming
                through Tenant, which may result at any time from any reason or cause
                whatsoever. The Tenant hereby covenants to indemnify Landlord of
                and from
                all loss, costs, claims or demands in respect of such damage, loss,
                injury
                or destruction. Without restricting the generality of the foregoing,
                to
                the full extent permitted by law, unless caused by Landlord’s fault or
                negligence, Landlord shall not, under any circumstances, be liable
                for any
                damage resulting from water, steam, rain or snow which may leak into,
                issue or flow from the pipes or plumbing or sprinklers or from any
                other
                part of the Premises or from any other place or quarter. An event
                or
                circumstance contemplated in this Section 12.1
                shall be deemed not to be an eviction or disturbance of Tenant’s enjoyment
                of the Premises and the occurrence thereof shall not render Landlord
                liable in damages to Tenant or entitle Tenant to claim any diminution
                in
                Base Rent or Additional Rent.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          9

      

    

     

    
      	
              12.2

            	
              Despite
                any law to the contrary, unless caused by Landlord’s fault or negligence,
                Landlord will not be liable in any manner to Tenant, or to any other
                person claiming through Tenant for failure to perform any of its
                obligations hereunder, or be responsible for any damage resulting
                from
                delays any repairs, replacement or reconstruction of the Premises
                or
                thereon, or from the interruption of any service or facility provided
                in
                the Premises, caused or required by strike, lock-out, labour trouble,
                labour controversy, riot, accident, inability to procure materials
                or
                labour, bankruptcy or insolvency of contractor or sub-contractor,
                government rule, regulation or order, act of God or of any enemy
                of the
                Queen, fire or other casualty, act or omission of Tenant, or any
                other
                tenant or occupant of the Premises, cas fortuit, force majeure, or
                any
                other cause or condition, whether of the foregoing nature or not,
                which is
                beyond the reasonable control of Landlord. An event or circumstance
                contemplated in this Section 12.2
                shall be deemed not to be an eviction or disturbance of Tenant’s enjoyment
                of the Premises. The occurrence thereof shall not render Landlord
                liable
                in damages to Tenant or entitle Tenant to claim any diminution in
                Base
                Rent or Additional Rent. Upon such occurrence, Landlord shall without
                delay take all reasonable steps to terminate the event or circumstance
                in
                question.

            


    

     

    SECTION XIII
      -
      INSURANCE

     

    
      	
              13.1

            	
              From
                the Commencement Date and throughout the Term, the Landlord shall,
                at its
                own cost and expense, take out and keep in full force and effect
                any and
                all property and public liability and property damage insurances
                as the
                Landlord reasonably considers advisable, in such amounts and with
                such
                reasonable deductibles as would be carried by a prudent owner of
                a
                reasonably similar property, having regard to size, age and
                location.

            


    

     

    
      	
              13.2

            	
              Tenant
                will pay or reimburse Landlord, as the case may be, as Additional
                Rent,
                all insurance costs, premiums and deductible payments relating to
                the
                insurance policy subscribed by the Landlord in respect of any damage
                to
                the Premises.

            


    

     

    
      	
              13.3

            	
              From
                the Commencement Date and throughout the Term, Tenant shall, at its
                own
                cost and expense, take out and keep in full force and
                effect:

            


    

     

    
      	 	
              13.3.1

            	
              comprehensive
                general liability insurance (including blanket contractual liability
                endorsement) with respect to the business carried on in or from the
                Premises and the use and occupancy thereof for bodily injury and
                death and
                damage to property of others in an amount of at least ten million
                dollars
                ($10,000,000.00) for each occurrence or such greater amounts as Landlord
                may from time to time reasonably
                require;

            


    

     

    
      	 	
              13.3.2

            	
              all-risks
                insurance including the perils of fire, extended coverage, leakage
                from
                sprinkler and other fire protective devices, earthquake, collapse
                and
                flood in respect to furniture, equipment, inventory and stock-in-trade,
                fixtures and leasehold and other improvements, alterations and additions
                located in or on the Building or the land upon which such building
                is
                located (the “Land”),
                by whomsoever and whensoever made or installed therein or thereon,
                and
                such other property located in, on or forming part of the Premises,
                including all mechanical or electrical systems (or portions thereof)
                installed by Tenant in the Premises, the whole for the full replacement
                cost (without depreciation) in each such
                instance;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          10

      

    

     

    
      	 	
              13.3.3

            	
              if
                any boiler or pressure vessel is operated in the Premises, broad
                form
                boiler and pressure vessel insurance with respect in such amount
                as
                Landlord may from time to time reasonably
                require;

            


    

     

    
      	 	
              13.3.4

            	
              business
                interruption insurance in such amount as Landlord may from time to
                time
                reasonably require;

            


    

     

    
      	 	
              13.3.5

            	
              glass
                and plate-glass insurance to the full replacement cost
                thereof;

            


    

     

    
      	 	
              13.3.6

            	
              Tenant’s
                legal liability insurance in such amount as Landlord may from time
                to time
                reasonably require; and

            


    

     

    
      	 	
              13.3.7

            	
              such
                additional insurance as Landlord, acting reasonably, may from time
                to time
                reasonably require.

            


    

     

    
      	
              13.4

            	
              All
                policies of insurance will: (i) be in form satisfactory to the
                parties, (ii) be placed with insurers acceptable to each party, and
                (iii) provide that they will not be cancelled, materially altered or
                permitted to lapse unless the insurer notifies the other party in
                writing
                at least thirty (30) days prior to the date of cancellation, material
                alteration or lapse. Each such policy will name the other party and
                any
                other party required by it as an additional insured as its interest
                may
                appear. Each comprehensive general liability insurance policy will
                contain
                a provision of cross-liability and severability of interests as between
                Landlord and Tenant. All policies will contain a waiver of subrogation
                rights which each party’s insurers may have against the other party, the
                other party’s insurers and persons under the other party’s care and
                control. Each party hereby releases and waives any and all claims
                against
                the other party and those for whom the other party is in law responsible
                with respect to occurrences required to be insured against by such
                party
                hereunder. Each party will from time to time furnish the other party,
                upon
                request, with certified copies of all such insurance policies and
                the
                renewals thereof.

            


    

     

    
      	
              13.5

            	
              Should
                Tenant fail to take out or keep in force such insurance, Landlord
                will
                have the right to do so and to pay the premiums therefor and in such
                event
                Tenant will repay to Landlord the amount paid as premiums as Additional
                Rent on demand.

            


    

     

    
      	
              13.6

            	
              Should
                Landlord fail to take out or keep in force the insurances mentioned
                in
                Section 13.1
                hereof, Tenant will have the right to do so and to pay the premiums
                therefore. The amount of any such premiums paid by the Tenant shall
                be
                deducted from the Additional Rent, except for premiums of the insurance
                subscribed by the Landlord in respect of any damage to the Premises
                only.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          11

      

    

    SECTION XIV
      - DEFAULT

     

    
      	
              14.1

            	
              In
                any of the events following,
                namely:

            


    

     

    
      	 	
              14.1.1

            	
              if
                Tenant shall fail to pay to Landlord when due, any installment or
                other
                amount of Base Rent or Real Estate Taxes or any other Additional
                Rent
                payable hereunder and such default continues for at least ten (10)
                days
                after a written notice has been given to the
                Tenant;

            


    

     

    
      	 	
              14.1.2

            	
              if
                Tenant, or any guarantor or indemnifier of Tenant’s obligations under this
                Lease, shall be declared dissolved, bankrupt or wound-up, or shall
                make
                any general assignment for the benefit of its creditors, or take
                or
                attempt to take the benefit of any insolvency, winding-up or bankruptcy
                legislation, or if a petition in bankruptcy or in winding-up or for
                reorganization shall be filed by or against Tenant, or if a receiver
                or
                trustee be appointed for or enter into physical possession of the
                property
                of Tenant, or any such guarantor or indemnifier, or any part
                thereof;

            


    

     

    
      	 	
              14.1.3

            	
              if
                Tenant shall assign, sublet or permit the use of the Premises, in
                whole or
                in part, by others who are not affiliates of Tenant (as defined under
                Tenant’s governing legislation) except in a manner authorized
                herein;

            


    

     

    
      	 	
              14.1.4

            	
              if
                Tenant shall default in the performance of its other obligations
                under
                this Lease (other than those referred to in other paragraphs of this
                Section 14.1,
                to which this paragraph 14.1.4
                will not apply) and (i) the default is not rectified within the specific
                delay applicable to the default in question stipulated in a specific
                provision of this Lease; or (ii) in absence of any such specific
                delay,
                Tenant has not rectified the default within thirty (30) days after
                written
                notice thereof to Tenant stating with reasonable particularity the
                nature
                thereof; or (iii) if the default is not reasonably capable of being
                cured
                within such thirty-day (30-day) delay and Tenant does not both commence
                to
                cure it within said thirty-day (30-day) delay and thereafter proceed
                to
                effect such cure with all due
                diligence;

            


    

     

    then
      notwithstanding any provision of law to the contrary (including, without
      limitation, Articles 1863 and 1883 of the Civil
      Code of Quebec),
      this
      Lease may be terminated ipso
      facto
      at the
      option of Landlord upon written notice to Tenant to such effect, Tenant to
      be in
      default by the mere lapse of time for performing its obligations. It is
      expressly agreed that such termination shall be in addition and without
      prejudice to all other rights and recourses of Landlord as provided by law
      or in
      this Lease, without diminution or extinction of the liability of any guarantor
      of Tenant’s obligations hereunder. Upon termination, Tenant shall immediately
      vacate and surrender the Premises and all of its rights therein and thereto
      and
      in and to the Lease to Landlord. Upon the occurrence of any such event of
      default, Landlord may forthwith, without notice or any form of legal process,
      and with or without termination of the Lease, suspend any services and
      utilities, bolt the Premises and change the locks thereof. Upon termination,
      Landlord may forthwith, without notice or any form of legal process, re-enter
      upon and take possession of the Premises, remove or cause to be removed
      therefrom any persons and property occupying same and re-let the Premises to
      whomsoever it may choose and, furthermore, declare forfeit any inducements,
      incentives and allowances granted to Tenant by this Lease, all of which shall
      immediately become due and payable by Tenant to Landlord, recover from Tenant
      all amounts due, expenses of such re-letting (including any repairs, alterations
      or improvements necessitated thereby) and Base Rent for a period equivalent
      to
      the greater of: (a) the remaining Term succeeding the date of such termination
      or (b) six (6) months, all of which shall immediately become due and
      payable, the whole without limiting, diminishing or extinguishing the liability
      of Tenant or any guarantor or indemnifier of Tenant's obligations under this
      Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          12

      

    

     

    
      	
              14.2

            	
              If
                Landlord shall default in the performance of its obligations under
                this
                Lease and (i) the default is not rectified within the specific delay
                applicable to the default in question stipulated in a specific provision
                of this Lease; or (ii) in absence of any such specific delay,
                Landlord has not rectified the default within thirty (30) days after
                written notice thereof to Landlord stating with reasonable particularity
                the nature thereof; or (iii) if the default is not reasonably capable
                of being cured within such thirty-day (30-day) delay and Landlord
                does not
                both commence to cure it within said thirty-day (30-day) delay and
                thereafter proceed to effect such cure with all due
                diligence;

            


    

     

    then
      notwithstanding any provision of law to the contrary (including, without
      limitation, Article 1863 of the Civil
      Code of Quebec),
      this
      Lease may be terminated ipso
      facto at
      the
      option of Tenant upon written notice to Landlord to such effect, Landlord to
      be
      in default by the mere lapse of time for performing its obligations. It is
      expressly agreed that such termination shall be in addition and without
      prejudice to all other rights and recourses of Tenant as provided by law or
      in
      this Lease, the whole without limiting, diminishing or extinguishing the
      liability of Landlord under this Lease.

     

    
      	
              14.3

            	
              Any
                dispute, difference, controversy or claim arising out of or in connection
                with the right to terminate the Lease pursuant to
                Section 14.1
                or
                14.2
                (the “Dispute”)
                shall be referred to and finally settled
                under the provisions of the Quebec
                Code of Civil Procedure
                by
                one arbitrator who shall be appointed by both parties. If the parties
                are
                unable to agree on the arbitrator within five (5) days of a party’s notice
                to refer the Dispute to arbitration, then such appointment shall
                be made
                by a judge of the Quebec Superior Court. The place of arbitration
                shall be
                in Montreal. Each party shall bear the costs of preparing its own
                case.
                The final award shall fix the costs of the arbitrator and the hearings,
                and determine which parties shall bear them or in what proportion
                they
                shall be borne by them. The decision of such arbitrator shall be
                final and
                binding upon the parties.

            


    

     

    SECTION XV -
      ASSIGNMENT AND SUBLETTING

     

    
      	
              15.1

            	
              Tenant
                may not assign this Lease or sublet the Premises or any part thereof
                without the prior written consent of Landlord, which consent shall
                not be
                unreasonably withheld or unduly delayed. Notwithstanding the foregoing,
                the Tenant shall have the right to assign this Lease or to sublet
                all or
                any portion of the Premises to any affiliates of the Tenant (as defined
                under Tenant’s governing legislation) without having to obtain the prior
                written consent of the Landlord. Tenant shall remain solidarily liable
                with the assignee or sublessee of the
                Lease.

            


    

     

    
      	
              15.2

            	
              Landlord
                may assign, in whole or in part, its rights and obligations under
                the
                present Lease without Tenant’s consent, and without any notice or other
                formality.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          13

      

    

     

     

    SECTION XVI
      - DAMAGE AND DESTRUCTION AND EXPROPRIATION

     

    
      	
              16.1

            	
              If,
                during the Term, the Premises are damaged or destroyed by fire or
                other
                casualty covered by a standard insurance policy, the Base Rent will
                abate
                in the proportion that the part of the Premises rendered unfit for
                occupancy bears to the whole of the Premises until the Premises are
                rebuilt. Unless the Lease is terminated as provided in
                Section 16.2,
                the Landlord agrees that it will, with reasonable diligence, repair
                the
                Premises to the extent that insurance proceeds for reconstruction
                are made
                available to the Landlord.

            


    

     

    
      	
              16.2

            	
              If
                the Premises are damaged or destroyed by any cause whatsoever and
                if
                the
                Landlord determines that the Premises cannot be rebuilt or made fit
                for
                the purposes of the Tenant’s use within one hundred and eighty (180) days
                of the damage or destruction, the Landlord shall advise the Tenant
                within
                thirty (30) days following such damage or destruction. The Landlord
                or
                Tenant may then, at its option, terminate the Lease by giving to
                the other
                party notice of termination within thirty (30) days of the Landlord’s
                notice above and thereupon any Rent and/or other payment for which
                the
                Tenant is liable under the Lease will be apportioned and paid to
                the date
                of such damage or destruction and the Tenant will immediately deliver
                up
                possession of the Premises to the
                Landlord.

            


    

     

    
      	
              16.3

            	
              The
                Tenant shall, when it becomes aware of same or when the Tenant should,
                acting reasonably, have become aware of same, notify the Landlord
                of any
                damage to, and/or deficiency and/or defect in any part of the Premises,
                and/or any equipment or utility systems, and/or any installations
                located
                therein, notwithstanding the fact that the Landlord may have no obligation
                with respect to same.

            


    

     

    
      	
              16.4

            	
              If
                the whole or any part of the Premises shall be condemned, expropriated
                or
                taken in any manner for any public or quasi-public use or purpose
                and as a
                result of any such event the Tenant is prevented from using the Premises
                for the purpose set forth in Section VI,
                the Landlord or the Tenant may at its option terminate this Lease
                by
                giving notice in writing to the other that the term hereof shall
                expire
                upon the date when possession is required for such purpose, and in
                the
                event of such expiration Landlord shall have no liability to Tenant
                of any
                nature whatsoever.

            


    

     

    
      	
              16.5

            	
              If
                the Landlord or the Tenant elects not to terminate the Lease, the
                Tenant
                shall be entitled to a diminution of the Rent during the period and
                for
                the area of the expropriation. Such diminution shall be reclaimed
                from the
                date the Tenant is required to vacate the expropriated premises and
                shall
                be calculated on a pro rata basis.

            


    

     

    SECTION XVII
      - ADDITIONAL PROVISIONS

     

    
      	17.1	
              Right
                of First Refusal:
                If, at any time during the Term, Landlord receives a bona
                fide
                written offer (“Third
                Party Offer”)
                from any person acting at arm’s length with the Parties (the “Buyer”)
                to purchase the Building and the Land for cash in full on closing
                which
                Third Party Offer is acceptable to Landlord, Landlord shall, by notice in
                writing to Tenant make an offer to sell the Building and the Land
                to
                Tenant at the same price and upon the same terms and conditions as
                are
                contained in the Third Party Offer. Tenant shall have a period of
                ten (10)
                business days from the date the notice is received to accept the
                offer in
                writing. The closing of the transaction shall take place forty-five
                (45) business
                days after Tenant shall have accepted the offer. If Tenant does not
                accept
                the offer, Landlord shall be entitled to sell the Building and the
                Land in
                accordance with the Third Party
                Offer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          14

      

    

     

     

    
      	
              17.2

            	
              Landlord:
                In the event of any sale or sales of the Building, Landlord shall
                be and
                hereby is entirely released and relieved of all covenants and obligations
                of Landlord hereunder, provided such purchaser agrees to assume and
                carry
                out any and all covenants and obligations of Landlord
                hereunder.

            


    

     

    
      	
              17.3

            	
              Amendment
                of Lease:
                No assent or consent to changes in or waiver of any part of this
                Lease
                shall be deemed or taken as made unless the same be done in writing
                and
                attached or endorsed hereon by Landlord and Tenant. No covenant,
                term or
                condition of the present Lease stipulated in favour of a party shall
                be
                waived, except by express written consent of that party, whose forbearance
                or indulgence in any regard whatsoever shall not constitute a waiver
                of
                the covenant, term or condition to be performed; and until complete
                performance of the said covenant, term or condition, the creditor
                thereof
                shall be entitled to invoke any remedies available under this Lease
                or by
                law despite such forbearance or
                indulgence.

            


    

     

    
      	
              17.4

            	
              Punctual
                Payment:
                The acceptance by Landlord of any postdated cheque or money owing
                for Rent
                after its due date is to be considered as a mode of collection only,
                without novation of, nor derogation from, any of Landlord’s rights,
                recourses and actions in virtue of this Lease which demands punctual
                payment of all obligations.

            


    

     

    
      	
              17.5

            	
              Interest
                Rate:
                All sums owing by either party under this Lease not paid when due
                shall
                thereafter bear interest at an annual rate equivalent to the greater
                of
                twelve percent (12%) or five percent (5%) above the prime lending
                rate of
                the Canadian Imperial Bank of Commerce from time to time in effect.
                Notwithstanding the foregoing, Real Estate Taxes and any other utility
                charges or taxes not paid when due pursuant to this Lease shall bear
                interest at a rate equivalent to the greater of twelve percent (12%)
                per
                annum above the prime lending rate of the Royal Bank of Canada from
                time
                to time in effect or the interest on arrears charged by the relevant
                public or taxing authorities.

            


    

     

    
      	
              17.6

            	
              Imputations:
                Landlord may impute any of Tenant’s payments in payment of any sum which
                has become due, regardless of any designation or imputation by
                Tenant.

            


    

     

    
      	
              17.7

            	
              Tenant:
                All the covenants herein contained shall be deemed to have been made
                by
                and with the heirs, executors, administrators and permitted assigns
                or
                successors of each of the parties
                hereto.

            


    

     

    
      	
              17.8

            	
              Brokerage
                Commission:
                As part of the consideration for the granting of this Lease, Tenant
                represents and warrants that no broker, agent or other intermediary
                engaged by Tenant introduced the parties or negotiated or was instrumental
                in negotiating or consummating this
                Lease.

            


    

     

    
      	
              17.9

            	
              Notice
                and Demands:
                Any notice, demand, approval, consent, information, agreement, offer,
                payment, request or other communication (hereinafter referred to
                as a
                “Notice”)
                to be given under or in connection with this Agreement shall be in
                writing
                and shall be given by personal delivery or by telecopier addressed
                or sent
                as set out below or to such other address or number as may from time
                to
                time be the subject of a Notice:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          15

      

    

     

     

    To
      the Landlord:

     

    Orange
      Peach Real Estate Inc./

    Immeubles
      Orange Peach Inc.

    230
      Maisonneuve

    Laval,
      Québec

    H7X
      3N2

     

    Attention: President

     

    -
      with a
      copy to -

     

    Davies
      Ward Phillips & Vineberg llp
      

    1501
      McGill College Avenue

    26th
      Floor

    Montréal,
      Québec

    H3A
      3N9

     

    Attention: Alain
      Gaul

    Telecopier: (514)
      841-6499

     

     

    To
      the Tenant:

     

    Magnum
      Recycle Canada, Inc,

    2035
      René-Patenaude 

    Magog,
      Québec

    J1X 7J2

    


    Attention:
       Michel
      Boux

     

    Any
      Notice, if personally delivered, shall be deemed to have been validly and
      effectively given and received on the date of such delivery and if sent by
      telecopier, shall be deemed to have been validly and effectively given and
      received on the business day next following the day it was received. Tenant
      elects domicile at the Premises for the purpose of service of all notices,
      writs
      of summons or other legal documents in any suit at law, action or proceeding
      which Landlord may take under or in connection with this Lease.

     

    
      	
              17.10

            	
              Publication
                of Lease:
                This Lease shall not be published at length but only by notice
                contemplated by Article 2999.1 of the Civil
                Code of Québec,
                the whole at the cost of Tenant, including the cost of publication
                and
                providing a copy to Landlord. Such notice shall not contain any reference
                to the Rent nor to any other financial covenant. Should this Lease
                be
                published, Tenant shall, at the expiration or termination thereof,
                cause
                same to be radiated at its expense, failing which Landlord will have
                the
                right to cause such radiation and charge Tenant with the cost of
                same.

            


    

     

    
      	
              17.11

            	
              Additional
                Rent:
                All amounts payable to Landlord by Tenant in virtue of this Lease,
                with
                the exception of the Base Rent, shall be Additional Rent, and such
                rent
                plus all applicable taxes shall be collectible as
                such.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          16

      

    

     

     

    
      	
              17.12

            	
              Payment
                Requirements:
                Tenant shall pay all amounts which it is required to pay in virtue
                of this
                Lease in lawful money of Canada to Landlord in the manner set forth
                in
                17.9
                above, or at such other place or to such other person as may be specified
                from time to time by Landlord, without prior demand for payment thereof
                being necessary and without any deduction, abatement, diminution,
                subrogation, set-off or compensation
                whatsoever.

            


    

     

    
      	
              17.13

            	
              Prior
                Agreements:
                The present Lease cancels and supersedes any and all prior leases
                and
                agreements, written or otherwise, entered into by Landlord and Tenant
                regarding the Premises leased hereunder. This Lease constitutes the
                entire
                agreement between the Parties in respect of the subject matter
                hereof.

            


    

     

    
      	
              17.14

            	
              Severability:
                If for any reason whatsoever, any term, obligation or condition of
                this
                Lease or the application thereof to any person, firm or corporation
                or to
                any circumstance is to any extent held to be or is rendered invalid,
                unenforceable or illegal, then such term, obligation or condition
                shall be
                deemed to be independent of the remainder of this Lease and to be
                severable and divisible therefrom, and its invalidity, unenforceability
                or
                illegality shall not affect, impair or invalidate the remainder of
                this
                Lease or any part thereof and the remainder of this Lease not affected,
                impaired or invalidated will continue to be applicable and enforceable
                to
                the fullest extent permitted by law and to any circumstance other
                than
                those as to which it has been held or rendered invalid, unenforceable
                or
                illegal.

            


    

     

    
      	
              17.15

            	
              Governing
                Law:
                This Lease shall be construed and interpreted in accordance with
                the laws
                of the Province of Québec.

            


    

     

    
      	
              17.16

            	
              Captions:
                The captions appearing in this Lease have been inserted as a matter
                of
                convenience and for reference only and in no way define, limit or
                enlarge
                the scope or meaning of this Lease or any provision
                thereof.

            


    

     

    
      	
              17.17

            	
              Time
                of the Essence:
                Except where otherwise provided by an express provision of this Lease,
                Tenant shall be in default by the mere lapse of time for performing
                its
                obligations.

            


    

     

    
      	
              17.18

            	
              Rights
                Cumulative:
                No right, remedy or recourse conferred upon or reserved to Landlord
                by
                this Lease is intended to be exclusive of any other right, remedy
                or
                recourse conferred upon or reserved to Landlord by this Lease or
                by law,
                all of which rights, remedies and recourses shall be cumulative and
                not in
                the alternative.

            


    

     

    
      	
              17.19

            	
              Performance
                by Landlord:
                If Tenant fails to pay any sum to any third party or perform any
                other
                obligation under this Lease, unless otherwise provided in this Lease,
                Landlord may, without notice or mise en demeure to Tenant or any
                other
                person, pay the sum or perform the obligation in question in the
                place and
                stead of Tenant, who shall thereupon be obliged to repay the sum,
                or
                reimburse any costs incurred by Landlord in performing the obligation,
                as
                the case may be, together with a fee equal to fifteen percent (15%)
                of the
                amount paid or the costs incurred, the whole without prejudice to
                any
                other rights or recourses of Landlord which may accrue in the
                circumstances.

            


    

     

    
      	
              17.20

            	
              Waiver:
                Tenant waives its right to obtain a reduction of rentals pursuant
                to the
                first paragraph of Article 1861 of the Civil
                Code of Quebec.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          17

      

    

     

     

    
      	
              17.21

            	
              Estoppel
                Certificates.
                Tenant agrees to execute and deliver to Landlord, as Landlord may
                direct,
                within five (5) days from Landlord’s request therefor, a statement in
                writing certifying that this Lease has been validly executed and
                delivered
                by Tenant and is unmodified and in full force and effect (or if modified,
                stating the modification and that same is in full force and effect
                as
                modified), the Commencement Date and the expiration date of the Term
                of
                this Lease, the amounts of the Base Rent, Additional Rent and other
                amounts then payable, the dates to which by installment or otherwise
                such
                Base Rent, Additional Rent and other amounts have been paid, whether
                or
                not there is any existing default on the part of Landlord and such
                other
                matters as Landlord, the owners of the Premises and Land, a lender
                in
                respect of the Premises or any prospective purchaser may reasonably
                request. Any such statement may be conclusively relied upon by any
                prospective purchaser, such owners or the Secured Lender in
                question.

            


    

     

    SECTION XVIII
      - SURETYSHIP 

     

    
      	
              18.1

            	
              Magnum
                Door shall guarantee, solidarily with the Tenant, all of Tenant’s
                obligations under this Lease and has executed a Suretyship Agreement
                in
                the form attached hereto as Schedule 18.1 to give effect
                thereto.

            


    

     

    SECTION XIX
      - SCHEDULES

     

    
      	
              19.1

            	
              The
                Schedules annexed to this Lease are included in and form an integral
                part
                of this Lease.

            


    

     

    SECTION XX
      - ENGLISH LANGUAGE

     

    
      	
              20.1

            	
              The
                parties have requested that this Agreement of Lease be prepared in
                the
                English language. Les
                parties ont demandé que la présente Convention de bail soit rédigée en
                anglais.

            


    

     

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    IN
      WITNESS WHEREOF,
      the
      parties have signed these presents at the place first hereinabove
      mentioned.

     

    
      	 	
              
                ORANGE
                  PEACH REAL ESTATE INC./
IMMEUBLES
                  ORANGE PEACH INC.

              

            
	 	 
	 	 
	 	
              Per:

            	
                 
                

            
	 	 	
              Name:
                

            
	 	 	 
	 	 	 
	 	
              Per:

            	
                 
                

            
	 	 	
              Name:
                

            
	 	 	 
	 	 
	 	
              
                MAGNUM
                  DOR RESOURCES INC.

              

            
	 	 
	 	 
	 	
              Per:

            	
                
                

            
	 	 	
              Name:
                Joseph J. Glusic

            
	 	 	 
	 	 	 
	 	
              Per:

            	
                
                

            
	 	 	
              Name:
                Michel Boux

            


    

     

     

    
 

    
      
        
          [Signature
            Page to the Lease Agreement - 2035
            René-Patenaude]

        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      2.1

     

    THE
      PREMISES

     

    An
      immovable property fronting on René-Patenaude,
      in the
      City of Magog, Province of Québec, known and designated as being lot number
      THREE MILLION ONE HUNDRED FORTY THOUSAND SEVEN HUNDRED SIXTY-FIVE (3 140 765)
      upon the Official Cadastre of Québec, Registration Division of Stanstead. With
      the building thereon erected bearing civic number 2035 René-Patenaude, in the
      City of Magog, Province of Québec, J1X 7J2.

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      18.1

     

    SURETYSHIP
      AGREEMENT

     

    


    THIS
      AGREEMENT is made:

    


    


    BETWEEN:

    


    
      	 	
              
                ORANGE
                  PEACH REAL ESTATE INC./ IMMEUBLES ORANGE PEACH INC.

              

            
	 	 
	 	
              (the
                “Landlord”)

            
	 	 
	 	
              -
                and -

            
	 	 
	 	
              
                MAGNUM
                  DOR RESOURCES INC.

              

            
	 	 
	 	
              (the
                “Surety”)

            


    

    


    


    In
      order
      to induce the Landlord to enter into the lease (the “Lease”)
      between the Landlord and Magnum
      Recycle Canada, Inc.,
      as
      Tenant, and for other good and valuable consideration, the receipt and
      sufficiency whereof is hereby acknowledged, the Surety hereby covenants and
      makes the following surety and agreement (the “Suretyship”)
      with
      and in favour of the Landlord:

    


    
      	 	
              1.

            	
              The
                Surety hereby agrees with the Landlord, waiving all benefit of division
                and discussion , at all times during the Term and any extension or
                renewal
                of the Term it will:

            


    

    


    
      	 	
              a.

            	
              make
                the due and punctual payment of all Base Rent, Additional Rent, monies,
                charges and other amounts of any kind whatsoever payable under the
                Lease
                by the Tenant whether to the Landlord or otherwise and whether the
                Lease
                has been transferred, disaffirmed, repudiated or
                disclaimed;

            


    

    


    
      	 	
              b.

            	
              effect
                prompt and complete performance of all and singular the terms, covenants,
                provisions and conditions contained in the Lease on the part of the
                Tenant
                to be kept, observed and performed;
                and,

            


    

    


    
      	 	
              c.

            	
              indemnify
                and save harmless the Landlord from any loss, costs or damages arising
                out
                of any failure by the Tenant to pay the aforesaid Base Rent, Additional
                Rent, monies, charges or other amounts due under the Lease or resulting
                from any failure by the Tenant to observe or perform any of the terms,
                covenants and conditions contained in the
                Lease.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              2.

            	
              This
                Suretyship is absolute, unconditional and irrevocable and the obligations
                of the Surety shall not be released, discharged, exempted or mitigated,
                and the Suretyship shall not be reduced or limited
                by:

            


    

    


    
      	 	
              a.

            	
              any
                extension of time, indulgences or modifications which the Landlord
                extends
                to or makes with the Tenant in respect of the performance of any
                of the
                obligations of the Tenant under the
                Lease;

            


    

    


    
      	 	
              b.

            	
              any
                waiver by or failure of the Landlord to enforce any of the terms,
                covenants and conditions contained in the
                Lease;

            


    

    


    
      	 	
              c.

            	
              any
                Transfer of the Lease by the Tenant or by any trustee, coordinator,
                monitor, receiver, receiver and manager, interim receiver or liquidator.
                For the purposes of this Agreement, “Transfer”
                shall mean an assignment of the Lease in whole or in part, a sub-lease
                of
                all or any part of the Premises, any transaction whereby the rights
                of the
                Tenant under the Lease or to the Premises are transferred to another,
                any
                transaction by which any right of use, usufruct or occupancy of all
                or any
                part of the Premises is conferred upon anyone, any change of control,
                any
                mortgage, charge or encumbrance of the Lease or the Premises or any
                part
                thereof or other arrangement under which either the Lease or the
                Premises
                become security for any indebtedness or other obligations and includes
                any
                transaction or occurrence whatsoever (including, but not limited
                to,
                expropriation, receivership proceedings, seizure by legal process
                and
                transfer by operation of law), which has changed or might change
                the
                identity of the persons having lawful use or occupancy of any part
                of the
                Premises.

            


    

    


    
      	 	
              d.

            	
              any
                consent which the Landlord gives to any Transfer of the
                Lease;

            


    

    


    
      	 	
              e.

            	
              any
                amendment to the Lease or waiver by the Tenant or the Landlord of
                any of
                their respective rights under the Lease;


            


    

    


    
      	 	
              f.

            	
              the
                disaffirmation, repudiation or disclaimer of the Lease by the Tenant
                or a
                transferee or any receiver, receiver and manager, interim receiver,
                coordinator, monitor or trustee of the Tenant or of any
                transferee;

            


    

    


    
      	 	
              g.

            	
              any
                modification or amendment to the Lease and any reduction, modification
                or
                limitation to the Tenant’s obligations under the Lease in any
                receivership, proposal, arrangement, bankruptcy, winding up or other
                creditors’ proceedings;

            


    

    


    
      	 	
              h.

            	
              the
                loss of securities received or taken by the Landlord from the Tenant
                or
                from any other person, nor any event which may prevent (in whole
                or in
                part) the Surety from being subrogated in any right of the Landlord,
                provided the same is not due to the fault of the
                Landlord;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              i.

            	
              any
                release of the Tenant pursuant to the application of the provisions
                of
                Articles 1695 and following of the Civil Code of Québec or similar or
                succeeding legislation and the Surety hereby forever waives any right
                of
                release it may have pursuant to the provisions of Article 1698 of
                the
                Civil Code of Québec or similar or succeeding
                legislation;

            


    

    


    
      	 	
              j.

            	
              the
                expiration of the Term; or

            


    

    


    
      	 	
              k.

            	
              notwithstanding
                any custom or provision of law to the contrary, including without
                restriction Article 2363 of the Civil Code of Québec or any similar or
                succeeding legislation, the cessation of the duties of the Suretyship
                as
                principal, shareholder, director or officer of the Tenant or of any
                other
                duties of the Surety.

            


    

    


    
      	 	
              3.

            	
              Without
                limiting the generality of the foregoing section, the Landlord may
                grant
                delays and arrangements with creditors, seek other securities, abstain
                from taking, insuring, exercising or conserving other securities,
                accept
                proposals, grant receipts of release and discharge or deal in any
                other
                manner with the Tenant and other securities (in the event), or dispose
                of
                other securities as the Landlord sees fit and this, without releasing,
                discharging, exempting nor liberating the Surety from its obligations,
                nor
                reducing or limiting this Suretyship in any manner whatsoever, except
                only
                to the extent provided by law.

            


    

    


    
      	 	
              4.

            	
              The
                Surety hereby waives notice of any Transfer of the Lease by the Tenant
                or
                by any trustee, coordinator, monitor, receiver and manager, interim
                receiver or liquidator of the Tenant, and of any Transfer of the
                Lease by
                the Landlord.  

            


    

    


    
      	 	
              5.

            	
              Any
                notice which the Landlord desires to give to the Surety shall be
                sufficiently given if delivered personally to the Surety or if mailed
                by
                prepaid registered or certified post addressed to the Surety at the
                Premises, and every such notice is deemed to have been given upon
                the day
                it was so delivered personally, or if mailed, two (2) days following
                the
                date of mailing.  The Surety may designate by notice in writing to
                the Landlord a substitute address in Canada for that set forth above
                and
                thereafter notices shall be directed to such substitute address. 
                

            


    

    


    
      	 	
              6.

            	
              In
                the event of a default under the Lease or under this Agreement, the
                Surety
                waives all rights, (if any) to require the Landlord
                to:

            


    

    


    
      	 	
              a.

            	
              proceed
                against the Tenant or pursue any rights or remedies against the Tenant
                with respect to the Lease or discuss the property of the
                Tenant;

            


    

    


    
      	 	
              b.

            	
              proceed
                against or exhaust any security or other recourse of, or against
                the
                Tenant, or other persons (including any other person having, in any
                manner, guaranteed the obligations of the Tenant);
                or,

            


    

    


    
      	 	
              c.

            	
              pursue
                any other remedy whatsoever in the Landlord’s
                power.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              7.

            	
              The
                Landlord has the right to enforce this Suretyship regardless of the
                acceptance of additional security from the Tenant or other persons
                and
                regardless of any release or discharge of the Tenant by the Landlord
                or by
                others or by operation of any law.

            


    

    


    
      	 	
              8.

            	
              Without
                limiting the generality of the foregoing, the liability of the Surety
                under this Suretyship is not and is not deemed to have been waived,
                released, discharged, impaired or affected by reason of the release
                or
                discharge of the Tenant or the transferee in any receivership, proposal,
                arrangement, bankruptcy, winding-up or other creditors’ proceedings or the
                rejection, repudiation, disaffirmance or disclaimer of the Lease
                in any
                proceeding, proposal, receivership, arrangement, bankruptcy, winding-up
                or
                other creditor’s proceedings, and shall continue with respect to the
                periods prior thereto and thereafter, for and with respect to the
                Term as
                if the Lease had not been disaffirmed repudiated, terminated or
                disclaimed. The liability of the Surety shall not be affected by
                any
                repossession of the Premises by the Landlord, provided, however,
                that the
                net payments received by the Landlord after deducting all costs and
                expenses of repossessing and reletting the Premises shall be credited
                from
                time to time by the Landlord against the indebtedness of the Surety
                hereunder and the Surety shall pay any balance owing to the Landlord
                from
                time to time within five (5) business days after
                demand.

            


    

    


    
      	 	
              9.

            	
              No
                action or proceedings brought or instituted under this Suretyship
                and no
                recovery in pursuance thereof shall be a bar or defence to any further
                action or proceeding which may be brought under this Suretyship by
                reason
                of any further default hereunder or in the performance and observance
                of
                the terms, covenants, provisions and conditions contained in the
                Lease.

            


    

    


    
      	 	
              10.

            	
              No
                modification of this Suretyship shall be effective unless the same
                is in
                writing and is executed by both the Surety and the
                Landlord.

            


    

    


    
      	 	
              11.

            	
              The
                Surety shall, without limiting the generality of the foregoing, be
                bound
                by this Suretyship in the same manner as though the Surety was the
                Tenant
                named in the Lease.

            


    

    


    
      	 	
              12.

            	
              All
                of the terms, covenants and conditions of this Suretyship extend
                to and
                are binding upon the Surety, its successors and assigns, as the case
                may
                be, and enure to the benefit of and may be enforced by the Landlord,
                its
                successors and assigns, as the case may
                be.

            


    

    


    
      	 	
              13.

            	
              The
                Surety shall not have the right to terminate the present Suretyship
                pursuant to the provisions of Article 2362 of the Civil Code of Québec or
                any similar or succeeding legislation and hereby forever waives any
                rights
                the Surety may have presently or in the future to so terminate the
                present
                Suretyship.

            


    

    


    
      	 	
              14.

            	
              If
                a part of this Suretyship or the application of it to a person or
                circumstance is to any extent held or rendered invalid, unenforceable
                or
                illegal, the part:

            


    

    


    
      	 	
              a.

            	
              is
                independent of the remainder of the Suretyship and is severable from
                it,
                and its invalidity, unenforceability or illegality does not affect,
                impair
                or invalidate the remainder of this Suretyship;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              continues
                to be applicable to and enforceable to the fullest extent permitted
                by law
                against any person and circumstance except those as to which it has
                been
                held or rendered invalid, unenforceable or
                illegal.

            


    

    


    
      	 	
              15.

            	
              The
                Surety and Landlord acknowledge and covenant that all provisions
                of this
                Suretyship have been fully and freely discussed and negotiated and
                that
                the execution of the present Suretyship constitutes and is deemed
                to
                constitute full and final proof of the
                foregoing.

            


    

    


    
      	 	
              16.

            	
              The
                Surety and Landlord acknowledge and covenant to have read, examined,
                understood and approved all the provisions of this Suretyship and
                the
                Lease and that a copy thereof has been remitted to the Surety and
                the
                Surety further acknowledges having obtained all information useful
                or
                necessary to take an enlightened decision to execute the present
                Suretyship.

            


    

    


    
      	 	
              17.

            	
              The
                mere lapse of time for the Surety performing any of its obligations
                under
                this Suretyship shall constitute the Surety in
                default.

            


    

    


    
      	 	
              18.

            	
              The
                terms and expressions used in this Suretyship have the same meaning
                as in
                the Lease.

            


    

    


    
      	 	
              19.

            	
              This
                Suretyship shall be construed in accordance with the laws of the
                Province
                of Québec and the Surety hereby submits to the jurisdiction of the Courts
                of the Province of Québec in any action or proceeding whatsoever by the
                Landlord to enforce its rights
                hereunder.

            


    

    


    
      	 	
              20.

            	
              Wherever
                in this Suretyship reference is made to either the Landlord or the
                Tenant,
                the reference is deemed to apply also to their respective successors
                and
                assigns.  Any assignment by the Landlord of any of its interests in
                the Lease operates automatically as an assignment to such assignee
                of the
                benefit of this Suretyship without the need of any notification to
                the
                Surety.

            


    

    


    
      	 	
              21.

            	
              The
                parties hereto have required that this Agreement and all notices,
                deeds,
                documents and other instruments to be given or executed pursuant
                hereto be
                drawn in the English language only. Les
                parties ont exigé que la présente entente ainsi que tous les avis et
                autres documents à être donnés ou exécutés en vertu des présentes soient
                rédigés en langue anglaise
                seulement.

            


    

    


     

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    IN
      WITNESS WHEREOF
      the
      Landlord and the Surety have signed this Suretyship.

    


    
      	 	
              
                ORANGE
                  PEACH REAL ESTATE INC./ IMMEUBLES ORANGE PEACH
                  INC.

              

            
	 	 
	 	 
	 	
              Per:

            	
               
                

            
	 	 	
              Name:
                

            
	 	 	 
	 	 	 
	 	
              Per:

            	
                
                

            
	 	 	
              Name:
                

            
	 	 	 
	 	 	 
	 	
              
                MAGNUM
                  DOR RESOURCES INC.

              

            
	 	 
	 	 
	 	
              Per:

            	
                  
                

            
	 	 	
              Name:
                

            
	 	 	 
	 	 	 
	 	
              Per:

            	
                 
                

            
	 	 	
              Name: